| Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] |
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3.
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Discontinued operations
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On December 13, 2024, the Company’s Board of Directors discussed and approved a divestiture plan to sell and transfer about 90% to 100% of the Company’s interests in SEED to potential investors at a determined price. The divestiture of SEED represents a strategic shift in the Company’s reallocation and optimization of the available resources to pipelines with greater potential. In accordance with ASC 205-20, all assets and liabilities of SEED were classified as held-for-sale in the consolidated balance sheets as of December 31, 2025 and March 31, 2026, and the results of operations of SEED were reflected as discontinued operations in the condensed consolidated statement of operations for the three months ended March 31, 2025, and 2026.
On January 24, 2025, the Company entered into a Preferred Share Purchase Agreement (each, an “Agreement” and collectively, the “Agreements”) with each of Winning View Investment Limited, a business company organized in the British Virgin Islands (“BVI”), FULL TECH CORPORATE DEVELOPMENT LIMITED, a business company organized in the BVI, and Mapfil Investment Limited, a limited company organized in Hong Kong, respectively (each, a “Purchaser” and collectively, the “Purchasers”). On February 17, 2025, the Company and Winning View Investments Limited entered into the First Amendment to Purchase Agreement (the “Amendment”). Pursuant to the Agreements and the Amendment, the Company agreed to sell a total of 8,333,637 Series A-1 Preferred Shares (the “Shares”) of SEED to the Purchasers at a price per share of $4.25, in exchange of aggregate cash proceeds of $35,418.
The Agreements, as amended, will be executed in three separate closings as described below. The below ownership percentage for the First Closing is calculated after taking into account the issuance of an aggregate of 5,647,059 Series A-3 Preferred Shares in August 2024, and the ownership percentages for the Second Closing and Third Closing are calculated after taking into account the additional issuance of an aggregate of 1,411,761 Series A-3 Preferred Shares in September 2025, assuming there is no other changes to SEED’s share capital prior to such Closings and excluding any shares that may be reserved under an employee stock ownership plan or similar arrangement.
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(i)
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On February 19, 2025, the First Closing (as defined in each Agreement, as amended) was completed. The Company sold and transferred a total of 1,730,454 Shares, comprised of 980,427 Shares to Winning View Investment Limited, 250,009 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 500,018 Shares to Mapfil Investment Limited, in exchange of aggregate cash proceeds of $7,354. Immediately upon the First Closing, the Company’s direct and indirect ownership in SEED decreased to 40.12%, but still retained the controlling interest of SEED through the control of the SEED Board. The Company’s noncontrolling interests increased by 6.75% upon the First Closing.
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(ii)
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At the Second Closing (as defined in each Agreement, as amended, which management expects to be completed in 2026), the Company will sell and transfer to the Purchasers a total of 3,103,055 Shares, comprised of 1,436,327 Shares to Winning View Investment Limited, 555,576 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,111,152 Shares to Mapfil Investment Limited. Immediately upon the Second Closing, the Company’s direct and indirect ownership in SEED will further decrease to 26.56%. The Company will lose the controlling interest of SEED due to the loss of control of the SEED Board.
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(iii)
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At the Third Closing (as defined in each Agreement, as amended, which shall be no later than December 15, 2026), the Company will sell and transfer to the Purchasers a total of 3,500,128 Shares, comprised of 1,750,064 Shares to Winning View Investment Limited, 583,355 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,166,709 Shares to Mapfil Investment Limited. Immediately upon the Third Closing, the Company’s direct and indirect ownership in SEED will ultimately decrease to 13.62%.
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The Company determined that the multiple arrangements of the SEED sales with the Purchasers and the three-tranche closings should be accounted for as a single transaction in accordance with ASC 810-10-40-6, as the transactions were entered in contemplation of one another and were essentially a single transaction designed to achieve an overall commercial effect.
The following tables set forth the assets, liabilities, statement of operations, and cash flows of discontinued operations which were included in the Company’s condensed consolidated financial statements.
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As of
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December 31, 2025
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March 31, 2026
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(Unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$ |
4,352 |
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$ |
5,169 |
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Short-term investments
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3,531 |
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- |
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Advances to suppliers
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117 |
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92 |
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Prepaid expenses and other current assets
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23 |
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22 |
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Total current assets
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8,023 |
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5,283 |
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Noncurrent assets:
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Property and equipment, net
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1,373 |
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1,373 |
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Operating right-of-use assets
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2,683 |
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2,562 |
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Other noncurrent assets
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300 |
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449 |
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Total noncurrent assets
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4,356 |
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4,384 |
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Total assets
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$ |
12,379 |
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$ |
9,667 |
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Liabilities and equity
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Current liabilities:
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Short-term loans
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$ |
4,369 |
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$ |
- |
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Accounts payable
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361 |
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4,232 |
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Accrued expenses
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3,105 |
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1,362 |
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Current portion of operating lease liabilities
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430 |
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439 |
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Deferred revenue
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2,001 |
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2,001 |
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Other current liabilities
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867 |
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1,229 |
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Total current liabilities
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11,133 |
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9,263 |
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Noncurrent liabilities:
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Operating lease liabilities
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1,945 |
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1,836 |
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Deferred revenue
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1,821 |
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1,321 |
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Total noncurrent liabilities
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3,766 |
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3,157 |
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Total liabilities
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$ |
14,899 |
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$ |
12,420 |
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Three months ended March 31,
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2025
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2026
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(Unaudited)
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(Unaudited)
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Revenue
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$ |
500 |
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$ |
500 |
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Operating expenses
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Research and development
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(2,989 |
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(3,454 |
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General and administrative
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(864 |
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(1,381 |
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Loss from operations
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(3,353 |
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(4,335 |
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Interest income
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68 |
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7 |
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Other income, net
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53 |
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5 |
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Loss before income tax
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(3,232 |
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(4,323 |
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Income tax expense
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- |
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- |
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Loss from discontinued operations before disposal
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(3,232 |
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(4,323 |
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Gain on sale of subsidiary interests
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6,986 |
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- |
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Net income (loss) from discontinued operations
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$ |
3,754 |
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$ |
(4,323 |
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Three months ended March 31,
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2025
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2026
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(Unaudited)
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(Unaudited)
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Net cash used in discontinued operating activities
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$ |
(2,494 |
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$ |
(2,054 |
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Net cash provided by discontinued investing activities
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$ |
950 |
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$ |
3,531 |
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Net cash used in discontinued financing activities
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$ |
- |
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$ |
(4,149 |
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In connection with the First Closing, the Company recorded a gain on the sale of subsidiary interests:
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Gain recognized on the First Closing
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Three months ended March 31, 2025
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Fair value of consideration received
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$ |
7,354 |
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Less: Adjustments to noncontrolling interests (6.75% of the equity interests)
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368 |
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Gain on sale of subsidiary interests
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$ |
6,986 |
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